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8-K - 8-K - Booking Holdings Inc.a8kearnings123111.htm


Exhibit 99.1
 
Priceline.com Reports Financial Results for 4th Quarter and Full-Year 2011
NORWALK, Conn., February 27, 2012. . . Priceline.com Incorporated (Nasdaq: PCLN) today reported 4th quarter and full-year 2011 financial results for the Priceline Group. Fourth quarter gross travel bookings for the Group, which refers to the total dollar value, generally inclusive of all taxes and fees, of all travel services purchased by consumers, were $4.96 billion, an increase of 51.8% over a year ago.
The Group had revenues in the 4th quarter of $991 million, a 35.5% increase over a year ago. The Group's international operations contributed revenues in the 4th quarter of $610 million, a 62.7% increase versus a year ago (approximately 66% on a local currency basis). The Group's gross profit for the 4th quarter was $725 million, a 51.5% increase from the prior year. International operations contributed gross profit in the 4th quarter of $609 million, a 62.9% increase versus a year ago (approximately 66% growth on a local currency basis). The Group's operating income in the 4th quarter was $304 million, a 60.8% increase from the prior year. The Group had GAAP net income applicable to common shareholders for the 4th quarter of $226.0 million, or $4.41 per diluted share, which compares to $135.7 million or $2.66 per diluted share, in the same period a year ago.
Non-GAAP net income in the 4th quarter was $276.8 million, a 58.1% increase versus the prior year.  Non-GAAP net income was $5.37 per diluted share, compared to $3.40 per diluted share a year ago. First Call analyst consensus for the 4th quarter 2011 was $5.05 per diluted share.  Adjusted EBITDA for the 4th quarter 2011 was $344 million, an increase of 54.3% over a year ago. The section below entitled "Non-GAAP Financial Measures" provides a definition and information about the use of non-GAAP financial measures in this press release and the attached financial and statistical supplement reconciles non-GAAP financial information with the Group's financial results under GAAP.
For full-year 2011, the Group had revenues of $4.36 billion, a 41.2% increase over 2010. International operations contributed full-year revenues of $2.56 billion, a 77.5% increase versus a year ago (approximately 70% on a local currency basis). Gross profit for the Group in 2011 was $3.08 billion, a 61.3% increase from the prior year. International operations contributed full-year gross profit of $2.56 billion, a 77.8% increase versus the prior year (approximately 70% growth on a local currency basis). The Group's 2011 operating income was $1.40 billion, a 77.8% increase from the prior year. The Group had GAAP net income applicable to common shareholders for full-year 2011 of $1.06 billion, or $20.63 per diluted share, which compares to $527.5 million or $10.35 per diluted share in 2010.
Adjusted EBITDA for 2011 was $1.51 billion, an increase of 67.6% over a year ago. Non-GAAP net income for 2011 was $1.21 billion or $23.45 per diluted share, compared to $13.49 per diluted share a year ago.
“The Priceline Group experienced a strong 4th quarter for our travel reservation services.” said Jeffery H. Boyd, President and Chief Executive Officer of the Priceline Group. “Globally, the Group grew room night reservations by 53% as compared to 47% in the 3rd quarter. We believe that each of our brands, Booking.com, Agoda and

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priceline.com, gained share in the retail hotel room reservations market, while our Name Your Own Price hotel business in the United States continued to be impacted by increased competition in the discount market.”
Mr. Boyd continued, “I'm pleased to highlight that during the 4th quarter, we rebranded the TravelJigsaw business as “rentalcars.com.” Our worldwide rental car reservation service delivered 34% growth in rental car days in the 4th quarter compared to the prior year, with rentalcars.com growing well in excess of that rate. Rentalcars.com had an outstanding year and we are excited about the global online rental car opportunity.”
Looking forward, Mr. Boyd said, “The Priceline Group's global hotel business continues to build share and is experiencing strong growth in Asia and other newer markets. While macroeconomic concerns persist, we will continue investing in growing the number of hotels and other accommodations around the world available on our websites, providing great content, building distribution and providing superior service to our customers.”
The Priceline Group noted that, consistent with prior disclosure, it expected future growth rates to decline quarter to quarter due to the sheer size of the business and that weak economic conditions in Europe have resulted in slowing growth in southern European countries and increasing cancellation rates. The Group said it was targeting the following for 1st quarter 2012:
Year-over-year increase in total gross travel bookings of approximately 33% - 38%.
Year-over-year increase in international gross travel bookings of approximately 41% - 46% (an increase of approximately 43% - 48% on a local currency basis).
Year-over-year increase in domestic gross travel bookings of approximately 10%.
Year-over-year increase in revenue of approximately 22% to 27%.
Year-over-year increase in gross profit of approximately 40% to 45%.
Adjusted EBITDA of approximately $243 million to $253 million.
Non-GAAP net income of between $3.80 and $3.90 per diluted share.
Non-GAAP guidance for the 1st quarter 2012:
excludes non-cash amortization expense of acquisition-related intangibles,
excludes non-cash stock-based employee compensation expense,
excludes non-cash interest expense and gains or losses on early debt extinguishment, if any, related to cash settled convertible debt,
excludes the impact, if any, of charges or benefits associated with judgments, rulings and/or settlements related to hotel occupancy tax proceedings,
excludes non-cash income tax expense and reflects the impact on income taxes of certain of the non-GAAP adjustments,        
includes the additional impact of the non-GAAP adjustments described above on net income attributable to noncontrolling interests,
includes the dilutive impact of additional shares of unvested restricted stock, restricted stock units and performance share units because non-GAAP net income has been adjusted to exclude stock-based employee compensation.
In addition to the adjustments above, adjusted EBITDA excludes depreciation and amortization expense, interest income, interest expense, net income attributable to noncontrolling interests, income taxes and includes the impact of foreign currency transactions and other expenses.
When aggregated, the non-GAAP adjustments are expected to increase adjusted EBITDA over GAAP net income by approximately $84 million in the 1st quarter 2012.  In addition, the non-GAAP adjustments are expected to increase non-GAAP net income over GAAP net income by approximately $37 million the 1st quarter 2012. On a per share basis, the Group estimates GAAP net income of approximately $3.10 to $3.20 per diluted share for the 1st quarter 2012.

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Information About Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements reflect the views of the Group's management regarding current expectations and projections about future events and are based on currently available information and current foreign currency exchange rates. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions of future goals and similar expressions including, without limitation, "may," "will," "should," "could," "expects," "does not currently expect," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," or "continue," reflecting something other than historical fact are intended to identify forward-looking statements.
The following factors, among others, could cause the Group's actual results to differ materially from those described in the forward-looking statements:
-- adverse changes in general market conditions for leisure and other travel services as a result of, among other things, decreased consumer spending, general economic downturn, terrorist attacks, natural disasters or adverse weather, the bankruptcy or insolvency of a major supplier, or the outbreak of an epidemic or pandemic disease, such as the swine flu outbreak;
-- adverse changes in the Group's relationships with suppliers, service providers and vendors which could include, without limitation, the withdrawal of suppliers from the Group's systems (either "retail" or "opaque" services, or both) and/or the loss or reduction of global distribution fees;
-- fluctuations in foreign exchange rates and other risks associated with doing business in multiple currencies;
-- the effects of increased competition, including the potential impact of increased pricing competition initiated by other on-line travel agents in the form of reduced booking fees and/or the launch by competitors of an "opaque" travel offering and the potential impact of "metasearch" initiatives by Google and other search engines upon which we rely for a significant amount of traffic;
-- an adverse outcome in one or more of the hotel occupancy and other tax proceedings in which priceline.com is involved;
-- a change by a major search engine to its search engine algorithms that negatively affects the search engine ranking of the company or its 3rd party distribution partners;
-- our ability to expand successfully in international markets;
-- the ability to attract and retain qualified personnel;
-- difficulties integrating recent or future acquisitions, such as the 2nd quarter 2010 acquisition of TravelJigsaw, including ensuring the effectiveness of the design and operation of internal controls and disclosure controls of acquired businesses;
-- the occurrence of an external or internal security breach of our systems or other Internet based systems involving personal customer information, credit card information or other sensitive data;
-- systems-related failures and/or security breaches, including without limitation, "denial-of-service" type attacks on our system, any security breach that results in the theft, transfer or unauthorized disclosure of customer information, or the failure to comply with various state laws applicable to the company's obligations in the event of such a breach; and
-- legal and regulatory risks.
For a detailed discussion of these and other factors that could cause the Group's actual results to differ materially from those described in the forward-looking statements, please refer to the Group's most recent Form 10-Q, Form

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10-K and Form 8-K filings with the Securities and Exchange Commission. Unless required by law, the Group undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
Adjusted EBITDA represents GAAP net income excluding depreciation and amortization expense, interest income, interest expense, net income and loss attributable to noncontrolling interests, income taxes and is adjusted for the non-GAAP adjustments relating to stock-based employee compensation expense, gains and losses on early debt extinguishment and charges or benefits related to judgments, rulings, or settlements of hotel occupancy tax proceedings. Additionally, favorable adjustments to franchise tax and sales and use tax recorded in third quarter 2010 GAAP net income have been excluded from adjusted EBITDA, non-GAAP operating income and non-GAAP net income.
Adjusted EBITDA, non-GAAP operating income, non-GAAP net income and non-GAAP net income per share are "non-GAAP financial measures," as such term is defined by the Securities and Exchange Commission, and may differ from non-GAAP financial measures used by other companies. The Group believes that adjusted EBITDA, non-GAAP operating income, non-GAAP net income and non-GAAP net income per share that exclude certain non-cash or non-recurring income or expense items are useful for analysts and investors to evaluate the Group's future on-going performance because they provide a useful comparison of the Group's projected cash earnings and performance with its historical results from prior periods and to those of its competitors. These non-GAAP metrics, in particular adjusted EBITDA, non-GAAP operating income, and non-GAAP net income are not intended to represent funds available for the Group's discretionary use and are not intended to represent or to be used as a substitute for operating income, net income or cash flows from operations data as measured under GAAP. The items excluded from these non-GAAP metrics, but included in the calculation of their closest GAAP equivalent, are significant components of consolidated statements of income and must be considered in performing a comprehensive assessment of overall financial performance.
Non-GAAP financial information is adjusted for the following items:
Amortization expense of acquisition-related intangibles is excluded because it does not impact cash earnings.
Stock-based compensation expense is excluded because it does not impact cash earnings and is reflected in earnings per share through increased share count.
Interest expense related to the amortization of debt discount and gains or losses on early debt extinguishment related to convertible debt are excluded because they are non-cash in nature.
Charges or benefits related to judgments, rulings, or settlements of hotel occupancy tax proceedings and favorable adjustments related to certain franchise and sales tax issues for our headquarters location are excluded because the amount and timing of these items are unpredictable, not driven by core operating results and render comparisons with prior periods less meaningful.
Income tax expense is adjusted for the tax impact of certain of the non-GAAP adjustments described above and to exclude tax expense recorded where no actual tax payments are owed because of available net operating loss carry forwards.  In addition, the benefit in 2011 related to the reversal of a reserve for unrecognized tax benefits attributable to tax positions taken in 2010 is excluded because the amount and timing of this type of item is unpredictable, not driven by core operating results and renders comparisons with prior periods less meaningful.
Net income and loss attributable to noncontrolling interests is adjusted for the impact of certain of the non-GAAP adjustments described above
For calculating non-GAAP net income per share:
net income is adjusted for the impact of the non-GAAP adjustments described above.
fully diluted share count is adjusted to include the anti-dilutive impact of "Conversion Spread Hedges" which increases the effective conversion price of the 0.50% convertible notes due 2011 and 0.75% convertible notes due 2013 outstanding during the period from their stated $40.38 conversion price to an effective conversion price of $50.47 per share.  Under GAAP, the anti-

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dilutive impact of the Conversion Spread Hedges is not reflected on the outstanding diluted share count until if and when shares are delivered.
additional unvested shares of restricted common stock, restricted stock units and performance share units are included in the calculation of non-GAAP net income per share because non-GAAP net income has been adjusted to exclude stock-based employee compensation expense.
The presentation of this financial information should not be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles in the United States. The attached financial and statistical supplement reconciles non-GAAP financial information with priceline.com's financial results under GAAP.
About The Priceline Group
The Priceline Group (Nasdaq: PCLN) is a leader in global online hotel reservations, with over 210,000 participating hotels worldwide. The Group is composed of four primary brands - Booking.com, priceline.com, Agoda.com and Rentalcars.com - and several ancillary brands. The Priceline Group provides online travel services in over 160 countries in Europe, North America, South America, the Asia-Pacific region, the Middle East and Africa.
Booking.com is the number one online hotel reservation service in the world, offering over 195,000 hotels (as of February 27, 2012), and is available in 41 languages. More recent hotel counts are available on the Booking.com website. Priceline.com gives leisure travelers compelling published prices for airline tickets, hotel rooms, rental cars, vacation packages and cruises and offers substantial savings compared to published prices through its famous Name Your Own Price® service. Agoda.com is an Asia-based online hotel reservation service that is available in 37 languages. Rentalcars.com is a multinational car hire service, offering its reservation services in over 4,000 locations. Customer support is provided in 38 languages.

###
For Press Information: Brian Ek (203) 299-8167 brian.ek@priceline.com
For Investor Relations: Matthew Tynan (203) 299-8487 matt.tynan@priceline.com

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priceline.com Incorporated
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 
 
 
December 31,
 
 
2011
 
2010
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
632,836

 
$
358,967

Restricted cash
 
3,771

 
1,050

Short-term investments
 
2,024,827

 
1,303,251

Accounts receivable, net of allowance for doubtful accounts of $6,103 and $6,353, respectively
 
264,453

 
162,426

Prepaid expenses and other current assets
 
104,202

 
61,211

Deferred income taxes
 
36,755

 
70,559

Total current assets
 
3,066,844

 
1,957,464

 
 
 
 
 
Property and equipment, net
 
64,322

 
39,739

Intangible assets, net
 
200,151

 
232,030

Goodwill
 
504,784

 
510,894

Deferred income taxes
 
111,080

 
151,408

Other assets
 
23,490

 
14,418

Total assets
 
$
3,970,671

 
$
2,905,953

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
146,867

 
$
90,311

Accrued expenses and other current liabilities
 
222,134

 
243,767

Deferred merchant bookings
 
239,157

 
136,915

Convertible debt
 
497,640

 
175

Total current liabilities
 
1,105,798

 
471,168

 
 
 
 
 
Deferred income taxes
 
46,990

 
56,440

Other long-term liabilities
 
39,183

 
42,990

Convertible debt
 

 
476,230

Total liabilities
 
1,191,971

 
1,046,828

 
 
 
 
 
Redeemable noncontrolling interests
 
127,045

 
45,751

Convertible debt
 
77,360

 
38

 
 
 
 
 
Stockholders’ equity:
 
 

 
 

Common stock, $0.008 par value, authorized 1,000,000,000 shares, 57,578,431 and 56,567,236 shares issued, respectively
 
446

 
438

Treasury stock 7,779,645 and 7,421,128 shares, respectively
 
(803,586
)
 
(640,415
)
Additional paid-in capital
 
2,431,279

 
2,417,092

Accumulated earnings
 
1,033,738

 
69,110

Accumulated other comprehensive loss
 
(87,582
)
 
(32,889
)
Total stockholders’ equity
 
2,574,295

 
1,813,336

Total liabilities and stockholders’ equity
 
$
3,970,671

 
$
2,905,953


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priceline.com Incorporated
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
2011
 
2010
 
2011
 
2010
Merchant revenues
 
$
445,869

 
$
382,234

 
$
2,004,432

 
$
1,691,640

Agency revenues
 
542,048

 
345,838

 
2,339,253

 
1,380,603

Other revenues
 
2,853

 
3,244

 
11,925

 
12,662

Total revenues
 
990,770

 
731,316

 
4,355,610

 
3,084,905

Cost of revenues
 
266,073

 
252,903

 
1,275,730

 
1,175,934

Gross profit
 
724,697

 
478,413

 
3,079,880

 
1,908,971

Operating expenses:
 
 

 
 

 
 

 
 

Advertising - Online
 
217,897

 
133,786

 
919,214

 
552,140

Advertising - Offline
 
6,006

 
6,030

 
35,470

 
35,714

Sales and marketing
 
39,759

 
30,641

 
162,690

 
116,303

Personnel, including stock-based compensation of $25,320, $19,650, $65,724 and $68,200, respectively
 
96,844

 
75,437

 
352,295

 
270,071

General and administrative
 
36,320

 
24,961

 
123,652

 
81,185

Information technology
 
10,357

 
6,148

 
33,813

 
20,998

Depreciation and amortization
 
13,737

 
12,451

 
53,824

 
45,763

Total operating expenses
 
420,920

 
289,454

 
1,680,958

 
1,122,174

Operating income
 
303,777

 
188,959

 
1,398,922

 
786,797

Other income (expense):
 
 

 
 

 
 

 
 

Interest income
 
2,044

 
1,144

 
8,119

 
3,857

Interest expense
 
(8,332
)
 
(7,578
)
 
(31,721
)
 
(29,944
)
Foreign currency transactions and other
 
1,170

 
(1,620
)
 
(7,526
)
 
(14,427
)
Total other income (expense)
 
(5,118
)
 
(8,054
)
 
(31,128
)
 
(40,514
)
Earnings before income taxes
 
298,659

 
180,905

 
1,367,794

 
746,283

Income tax expense
 
(72,704
)
 
(45,794
)
 
(308,663
)
 
(218,141
)
Net income
 
225,955

 
135,111

 
1,059,131

 
528,142

Less: net income (expense) attributable to noncontrolling interests
 
240

 
(618
)
 
2,760

 
601

Net income applicable to common stockholders
 
$
225,715

 
$
135,729

 
$
1,056,371

 
$
527,541

Net income applicable to common stockholders per basic common share
 
$
4.53

 
$
2.76

 
$
21.27

 
$
11.00

Weighted average number of basic common shares outstanding
 
49,793

 
49,111

 
49,654

 
47,955

Net income applicable to common stockholders per diluted common share
 
$
4.41

 
$
2.66

 
$
20.63

 
$
10.35

Weighted average number of diluted common shares outstanding
 
51,168

 
51,035

 
51,211

 
50,988


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priceline.com Incorporated
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
OPERATING ACTIVITIES:
 
 

 
 

 
 

Net income
 
$
1,059,131

 
$
528,142

 
$
489,472

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

 
 
Depreciation
 
20,648

 
16,209

 
14,491

Amortization
 
33,176

 
34,255

 
24,702

Provision for uncollectible accounts, net
 
9,331

 
7,102

 
3,227

Reversal of valuation allowances on deferred tax assets
 

 

 
(183,272
)
Other deferred income taxes
 
44,747

 
37,540

 
30,990

Stock-based compensation expense and other stock-based payments
 
66,194

 
68,396

 
40,671

Amortization of debt issuance costs
 
2,360

 
3,332

 
2,465

Amortization of debt discount
 
21,414

 
20,110

 
18,203

Loss on early extinguishment of debt
 
32

 
11,334

 
1,048

Equity in income of investees
 

 

 
(2
)
Changes in assets and liabilities:
 
 

 
 

 
 
Accounts receivable
 
(125,793
)
 
(29,275
)
 
(22,767
)
Prepaid expenses and other current assets
 
12,213

 
(22,373
)
 
(979
)
Accounts payable, accrued expenses and other current liabilities
 
210,325

 
84,750

 
86,792

Other
 
(11,966
)
 
17,775

 
4,624

Net cash provided by operating activities
 
1,341,812

 
777,297

 
509,665

 
 
 
 
 
 
 
INVESTING ACTIVITIES:
 
 

 
 

 
 
Purchase of investments
 
(3,005,397
)
 
(1,813,032
)
 
(922,163
)
Proceeds from sale of investments
 
2,229,563

 
1,071,669

 
432,184

Additions to property and equipment
 
(46,833
)
 
(22,593
)
 
(15,106
)
Acquisitions and other equity investments, net of cash acquired
 
(68,192
)
 
(112,405
)
 
(1,500
)
Proceeds from redemption of equity investments in pricelinemortgage.com
 

 

 
8,921

Proceeds from foreign currency contracts
 
31,045

 
44,564

 

Payments on foreign currency contracts
 
(42,032
)
 
(9,561
)
 
(5,025
)
Change in restricted cash
 
(2,922
)
 
260

 
1,229

Net cash used in investing activities
 
(904,768
)
 
(841,098
)
 
(501,460
)
 
 
 
 
 
 
 
FINANCING ACTIVITIES:
 
 

 
 

 
 
Proceeds from the issuance of convertible senior notes
 

 
575,000

 

Payment of debt issuance costs
 

 
(13,334
)
 

Payments related to conversion of convertible senior notes
 
(213
)
 
(295,401
)
 
(197,122
)
Repurchase of common stock
 
(163,171
)
 
(129,445
)
 
(17,415
)
Payments to purchase subsidiary shares from noncontrolling interests
 
(12,986
)
 

 

Proceeds from the sale of subsidiary shares to noncontrolling interests
 

 
4,311

 

Proceeds from exercise of stock options
 
4,302

 
25,751

 
43,428

Proceeds from the termination of conversion spread hedges
 

 
42,984

 

Excess tax benefit on stock-based compensation
 
21,041

 
3,091

 
2,149

Net cash (used in) provided by financing activities
 
(151,027
)
 
212,957

 
(168,960
)
 
 
 
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
 
(12,148
)
 
7,670

 
(1,654
)
Net increase (decrease) in cash and cash equivalents
 
273,869

 
156,826

 
(162,409
)
Cash and cash equivalents, beginning of period
 
358,967

 
202,141

 
364,550

Cash and cash equivalents, end of period
 
$
632,836

 
$
358,967

 
$
202,141

 
 
 
 
 
 
 
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 

 
 

 
 
Cash paid during the period for income taxes
 
$
232,762

 
$
169,320

 
$
95,512

Cash paid during the period for interest
 
$
7,573

 
$
4,901

 
$
4,448

Non-cash fair value increase for redeemable noncontrolling interests
 
$
91,743

 
$
7,876

 
$


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priceline.com Incorporated
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)
  
RECONCILIATION OF GAAP OPERATING INCOME TO NON-GAAP OPERATING INCOME
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
2011
 
2010
 
2011
 
2010
 
 
GAAP Operating income
 
$
303,777

 
$
188,959

 
$
1,398,922

 
$
786,797

 
 
 
 
 
 
 
 
 
 
 
 (a)
 
Amortization of acquisition-related intangible assets in Merchant revenues
 

 
1,753

 

 
4,702

 (b)
 
Stock-based employee compensation
 
25,320

 
19,650

 
65,724

 
68,200

 (c)
 
Adjustment to exclude favorable impact related to franchise tax and sales and use tax for headquarters location
 

 

 

 
(2,720
)
 (d)
 
Charges related to hotel margin tax rulings and judgments
 

 
1,732

 

 
1,732

 (a)
 
Amortization of acquisition-related intangible assets in Depreciation and amortization
 
7,712

 
8,271

 
32,610

 
29,472

 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Operating income
 
$
336,809

 
$
220,365

 
$
1,497,256

 
$
888,183

 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Gross profit
 
$
724,697

 
$
478,413

 
$
3,079,880

 
$
1,908,971

 
 
Non-GAAP Operating income as a % of GAAP Gross profit
 
46.5
%
 
46.1
%
 
48.6
%
 
46.5
%
 
RECONCILIATION OF GAAP OTHER INCOME (EXPENSE) TO NON-GAAP OTHER EXPENSE RECORDED BELOW OPERATING INCOME
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
2011
 
2010
 
2011
 
2010
 
 
GAAP Other income (expense)
 
$
(5,118
)
 
$
(8,054
)
 
$
(31,128
)
 
$
(40,514
)
 
 
 
 
 
 
 
 
 
 
 
 (g)
 
Debt discount amortization related to convertible debt
 
5,471

 
5,161

 
21,414

 
20,110

 (g)
 
Loss on early extinguishment of debt
 

 

 
32

 
11,334

 (i)
 
Net (income) loss attributable to noncontrolling interests
 
(240
)
 
618

 
(2,760
)
 
(601
)
 (l)
 
Impact on noncontrolling interests of certain other Non-GAAP adjustments
 
(491
)
 
(919
)
 
(1,783
)
 
(2,073
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Other expense recorded below Operating income
 
$
(378
)
 
$
(3,194
)
 
$
(14,225
)
 
$
(11,744
)
 

9 of 12




priceline.com Incorporated
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)

RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
2011
 
2010
 
2011
 
2010
 
 
GAAP Net income applicable to common stockholders
 
$
225,715

 
$
135,729

 
$
1,056,371

 
$
527,541

 
 
 
 
 
 
 
 
 
 
 
 (a)
 
Amortization of acquisition-related intangible assets in Merchant revenues
 

 
1,753

 

 
4,702

 (b)
 
Stock-based employee compensation
 
25,320

 
19,650

 
65,724

 
68,200

 (c)
 
Adjustment to exclude favorable impact related to franchise tax and sales and use tax for headquarters location
 

 

 

 
(2,720
)
 (d)
 
Charges related to hotel margin tax rulings and judgments
 

 
1,732

 

 
1,732

 (e)
 
Depreciation and amortization
 
13,737

 
12,451

 
53,824

 
45,763

 (f)
 
Interest income
 
(2,044
)
 
(1,144
)
 
(8,119
)
 
(3,857
)
 (f)
 
Interest expense
 
8,332

 
7,578

 
31,721

 
29,944

 (g)
 
Loss on early extinguishment of debt
 

 

 
32

 
11,334

 (h)
 
Income tax expense
 
72,704

 
45,794

 
308,663

 
218,141

 (i)
 
Net income (loss) attributable to noncontrolling interests
 
240

 
(618
)
 
2,760

 
601

 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
$
344,004

 
$
222,925

 
$
1,510,976

 
$
901,381


RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
2011
 
2010
 
2011
 
2010
 
 
GAAP Net income applicable to common stockholders
 
$
225,715

 
$
135,729

 
$
1,056,371

 
$
527,541

 
 
 
 
 
 
 
 
 
 
 
 (a)
 
Amortization of acquisition-related intangible assets in Merchant revenues
 

 
1,753

 

 
4,702

 (b)
 
Stock-based employee compensation
 
25,320

 
19,650

 
65,724

 
68,200

 (c)
 
Adjustment to exclude favorable impact related to franchise tax and sales and use tax for headquarters location
 

 

 

 
(2,720
)
 (d)
 
Charges related to hotel margin tax rulings and judgments
 

 
1,732

 

 
1,732

 (g)
 
Debt discount amortization related to convertible debt
 
5,471

 
5,161

 
21,414

 
20,110

 (g)
 
Loss on early extinguishment of debt
 

 

 
32

 
11,334

 (j)
 
Adjustments for the tax impact of certain of the Non-GAAP adjustments and to exclude non-cash income taxes
 
13,046

 
3,633

 
47,076

 
34,361

 (k)
 
Adjustment to income tax expense to exclude the benefit from the reversal of a reserve for unrecognized tax benefits
 

 

 
(12,528
)
 

 (a)
 
Amortization of acquisition-related intangible assets in Depreciation and amortization
 
7,712

 
8,271

 
32,610

 
29,472

 (l)
 
Impact on noncontrolling interests of certain other Non-GAAP adjustments
 
(491
)
 
(919
)
 
(1,783
)
 
(2,073
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Net income applicable to common stockholders
 
$
276,773

 
$
175,010

 
$
1,208,916

 
$
692,659









10 of 12




priceline.com Incorporated
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)

RECONCILIATION OF GAAP TO NON-GAAP NET INCOME PER DILUTED COMMON SHARE
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
2011
 
2010
 
2011
 
2010
 
 
GAAP weighted average number of diluted common shares outstanding
 
51,168

 
51,035

 
51,211

 
50,988

 
 
 
 
 
 
 
 
 
 
 
 (m)
 
Adjustment for Conversion Spread Hedges
 

 

 

 
(56
)
 (n)
 
Adjustment for restricted stock, restricted stock units and performance units
 
349

 
396

 
341

 
397

 
 
Non-GAAP weighted average number of diluted common shares outstanding
 
51,517

 
51,431

 
51,552

 
51,329

 
 
Net income applicable to common stockholders per diluted common share
 
 
 
 
 
 
 
 
 
 
GAAP
 
$
4.41

 
$
2.66

 
$
20.63

 
$
10.35

 
 
Non-GAAP
 
$
5.37

 
$
3.40

 
$
23.45

 
$
13.49


 
(a)
Amortization of acquisition-related intangible assets is recorded in Merchant revenues and Depreciation and amortization.
(b)
Stock-based employee compensation is recorded in Personnel expense.
(c)
Favorable adjustments related to franchise tax and sales and use tax for headquarters location are recorded in General and administrative expense.
(d)
Charges related to South Carolina hotel margin tax ruling in fourth quarter 2010 are recorded in General and administrative expense.
(e)
Depreciation and amortization are excluded from Net income to calculate Adjusted EBITDA.
(f)
Interest income and Interest expense are excluded from Net income to calculate Adjusted EBITDA.
(g)
Non-cash interest expense related to the amortization of debt discount and loss on early debt extinguishment are recorded in Interest expense and Foreign currency transactions and other, respectively.
(h)
Income tax expense is excluded from Net income to calculate Adjusted EBITDA.
(i)
Net income (loss) attributable to noncontrolling interests is excluded from Net income to calculate Adjusted EBITDA.
(j)
Adjustments for the tax impact of certain of the non-GAAP adjustments and to exclude non-cash income taxes.
(k)
Adjustment to income tax expense to exclude the benefit related to the reversal of a reserve in 2011 for unrecognized tax benefits attributable to tax positions taken in 2010.
(l)
Impact of other non-GAAP adjustments on Net income attributable to noncontrolling interests.
(m)
Reflects the impact of the Conversion Spread Hedges that increase the effective conversion price of the Convertible Senior Notes due September 30, 2011 and the Convertible Senior Notes due September 30, 2013 outstanding during the period from their stated $40.38 conversion price to an effective conversion price of $50.47 per share.  Under GAAP, the anti-dilutive impact of the Conversion Spread Hedges is not reflected on the outstanding diluted share count until the end of the hedge when shares are delivered.
(n)
Additonal shares of restricted common stock, restricted stock units and performance share units are included in the calculation of non-GAAP net income per share because non-GAAP net income has been adjusted to exclude stock-based compensation expense.
 
 
 
 For a more detailed discussion of the adjustments described above, please see the section in our press release entitled "Non-GAAP Financial Measures" which provides a definition and information about the use of non-GAAP financial measures.


11 of 12




priceline.com Incorporated
Statistical Data
In millions
(Unaudited)
 
Gross Bookings
 
4Q09
 
1Q10
 
2Q10
 
3Q10
 
4Q10
 
1Q11
 
2Q11
 
3Q11
 
4Q11
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
$
831

 
$
989

 
$
1,154

 
$
1,121

 
$
902

 
$
1,129

 
$
1,308

 
$
1,268

 
$
1,044

International
 
1,433

 
1,975

 
2,256

 
2,885

 
2,363

 
3,536

 
4,472

 
4,989

 
3,912

Total
 
$
2,264

 
$
2,965

 
$
3,410

 
$
4,006

 
$
3,265

 
$
4,665

 
$
5,780

 
$
6,257

 
$
4,956

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency
 
$
1,766

 
$
2,374

 
$
2,683

 
$
3,168

 
$
2,557

 
$
3,781

 
$
4,725

 
$
5,121

 
$
3,982

Merchant
 
498

 
591

 
727

 
838

 
708

 
884

 
1,055

 
1,136

 
973

Total
 
$
2,264

 
$
2,965

 
$
3,410

 
$
4,006

 
$
3,265

 
$
4,665

 
$
5,780

 
$
6,257

 
$
4,956

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year/Year Growth
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Domestic
 
20.6
%
 
16.2
 %
 
19.6
%
 
12.2
 %
 
8.5
 %
 
14.1
%
 
13.4
%
 
13.1
%
 
15.8
%
International
 
81.0
%
 
80.8
 %
 
59.5
%
 
67.3
 %
 
64.9
 %
 
79.0
%
 
98.2
%
 
72.9
%
 
65.5
%
excluding F/X impact
 
69.5
%
 
72.8
 %
 
67.1
%
 
78.0
 %
 
70.7
 %
 
78.1
%
 
78.5
%
 
61.4
%
 
66.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency
 
59.4
%
 
61.5
 %
 
47.0
%
 
48.7
 %
 
44.8
 %
 
59.3
%
 
76.1
%
 
61.6
%
 
55.7
%
Merchant
 
33.5
%
 
24.8
 %
 
31.1
%
 
41.4
 %
 
42.1
 %
 
49.5
%
 
45.1
%
 
35.6
%
 
37.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
52.9
%
 
52.5
 %
 
43.3
%
 
47.1
 %
 
44.2
 %
 
57.3
%
 
69.5
%
 
56.2
%
 
51.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Units Sold
 
4Q09
 
1Q10
 
2Q10
 
3Q10
 
4Q10
 
1Q11
 
2Q11
 
3Q11
 
4Q11
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hotel Room-Nights
 
14.6

 
20.0

 
23.2

 
27.5

 
22.0

 
31.2

 
36.1

 
40.6

 
33.6

Year/Year Growth
 
59.9
%
 
56.8
 %
 
48.2
%
 
54.1
 %
 
50.6
 %
 
55.8
%
 
55.6
%
 
47.4
%
 
52.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental Car Days
 
2.4

 
3.0

 
4.3

 
5.1

 
3.9

 
4.9

 
6.6

 
7.0

 
5.3

Year/Year Growth
 
6.6
%
 
(0.9
)%
 
32.0
%
 
97.3
 %
 
65.4
 %
 
64.7
%
 
54.6
%
 
35.6
%
 
34.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Airline Tickets
 
1.3

 
1.5

 
1.6

 
1.5

 
1.3

 
1.6

 
1.7

 
1.6

 
1.4

Year/Year Growth
 
16.2
%
 
2.8
 %
 
4.1
%
 
(4.6
)%
 
(2.3
)%
 
2.1
%
 
7.3
%
 
7.7
%
 
5.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4Q09
 
1Q10
 
2Q10
 
3Q10
 
4Q10
 
1Q11
 
2Q11
 
3Q11
 
4Q11
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
541.8

 
$
584.4

 
$
767.4

 
$
1,001.8

 
$
731.3

 
$
809.3

 
$
1,102.7

 
$
1,452.8

 
$
990.8

Year/Year Growth
 
33.4
%
 
26.5
 %
 
27.1
%
 
37.1
 %
 
35.0
 %
 
38.5
%
 
43.7
%
 
45.0
%
 
35.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit
 
$
313.2

 
$
319.1

 
$
445.3

 
$
666.2

 
$
478.4

 
$
505.8

 
$
749.2

 
$
1,100.1

 
$
724.7

Year/Year Growth
 
52.7
%
 
53.2
 %
 
45.9
%
 
53.5
 %
 
52.8
 %
 
58.5
%
 
68.3
%
 
65.1
%
 
51.5
%
 

Gross bookings is an operating and statistical metric that captures the total dollar value, generally inclusive of taxes and fees, of all travel services booked by our customers.



12 of 12